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AMRN > SEC Filings for AMRN > Form 8-K on 12-Jul-2012All Recent SEC Filings

Show all filings for AMARIN CORP PLC\UK | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMARIN CORP PLC\UK


12-Jul-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual General Meeting of Shareholders (the "Annual Meeting") of Amarin Corporation plc (the "Company") held on Tuesday July 10, 2012, the Company's shareholders approved an amendment (the "Plan Amendment") to the Company's 2011 Stock Incentive Plan (the "Plan") to increase the aggregate number of shares authorized for issuance thereunder by 8,000,000 shares of the Company's ordinary shares of £0.50 each, or any ADSs (as defined below) or equivalent security, as the case may be. The Plan Amendment previously had been approved, subject to shareholder approval, by the Company's Board of Directors.

The Company's officers and directors are among the persons eligible to receive awards under the Plan, as amended, in accordance with the terms and conditions thereunder. A detailed summary of the Plan and the Plan Amendment is set forth in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2012 (the "Proxy Statement") under the caption "Proposal No. 8 Approval of Amendment to 2011 Stock Incentive Plan", which summary is incorporated herein by reference. That detailed summary of the Plan and Plan Amendment, and the foregoing description of the Plan Amendment, are qualified in their entirety by reference to (i) the full text of the Plan, which is filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and (ii) the full text of the Plan Amendment, a copy of which is attached as Annex B to the Proxy Statement, and in each case, incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on Tuesday July 10, 2012. There were approximately 137,773,259 ordinary shares entitled to vote at the Annual Meeting based on the 23 April 2012 record date, of which approximately 137,479,804 were held in the name of Citibank, N.A., which issues Company-sponsored American Depositary Receipts ("ADRs") evidencing American Depositary Shares ("ADSs") which, in turn, each represent one ordinary share. Of the ordinary shares entitled to vote, 117,505,862 shares, or approximately 85.3%, were present and voting in person or by proxy at the Annual Meeting.

The following matters, detailed descriptions of which are contained in the Company's proxy statement dated 27 April 2012, were voted on at the Annual Meeting. All matters were approved by a show of hands in accordance with the Company's Articles of Association. Set forth below are the total number of shares voted for and against each matter, as well as the total number of abstentions, discretionary votes and broker non-votes with respect to each matter.

(1) Ordinary resolutions to elect four directors:

Director                           Votes For        Votes Against         Discretionary        Abstentions      Broker Non-Votes
Dr. Lars Ekman                    74,780,241          1,135,532               2,225              376,631           41,211,233
Dr. Carl Gordon                   74,840,871          1,074,882               2,225              376,651           41,211,233
Mr. Jan van Heek                  74,799,180          1,089,530               2,225              403,694           41,211,233
Mr. Patrick J. O'Sullivan         74,774,280          1,132,339               2,225              385,785           41,211,233

The terms of the following directors continued after the meeting: Dr. Joseph Anderson, Ms. Kristine Peterson, Dr. James Healy and Mr. Joseph S. Zakrzewski.

(2) A non-binding advisory vote to approve the compensation of our named executive officers:

Votes For Votes Against Discretionary Abstentions Broker Non-Votes 74,443,157 1,665,226 2,225 184,021 41,211,233



(3) A non-binding advisory vote to approve the directors' remuneration report for the fiscal year ended December 31, 2011.

Votes For Votes Against Discretionary Abstentions Broker Non-Votes 73,052,590 1,724,286 2,225 1,515,528 41,211,233

(4) An ordinary resolution to ratify the Audit Committee's appointment of Deloitte & Touche LLP as the Company's U.S. independent registered public accounting firm for 2012 and U.K. statutory auditors under Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company), and to authorize the Audit Committee to fix and determine the auditors' remuneration.

Votes For Votes Against Discretionary Abstentions Broker Non-Votes 116,518,842 594,985 2,225 389,810 0

(5) An ordinary resolution adopting and approving the proposed Plan Amendment.

Votes For Votes Against Discretionary Abstentions Broker Non-Votes 66,274,632 9,845,008 2,225 172,764 41,211,233


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